By-Laws
of
Travco, Inc.
ARTICLE I
Meetings of Stockholders
Section 1. The annual meeting of the stockholders of
this Corporation shall be held at the principal executive
office of this Corporation, or at any other place, within or
outside of the State of Nevada, specified by the Board of
Directors. The annual meeting of the stockholders, after the
year of incorporation, shall be held at the time and date in
each year fixed by the Board of Directors. The meeting shall
be held for the purpose of electing directors of this
Corporation to serve during the ensuing year and for the
transaction of such other business as may be brought before
the meeting.
At least ten (10) days' written notice specifying the
day, hour and place when and where the annual meeting
shall be convened, shall be mailed in a United States
Post Office addressed to each of the stockholders of
record at the time of issuing the notice at his, her or
its address last known as it appears on the books of this
Corporation.
Section 2. Special meetings of the stockholders may be
held at the office of this Corporation in the State of
Nevada, or elsewhere, whenever called by the President, by
the Board of Directors, or by a vote of or an instrument in
writing signed by the holders of at least a majority of the
issued and outstanding capital stock of this Corporation. At
least ten (10) days' written notice specifying the day, hour
and place when and there the annual meeting shall be
convened, shall be mailed in a United States Post Office
addressed to each of the stockholders of record at the time
of issuing the notice at his, her or its address last known
as it appears on the books of this Corporation.
Section 3. If all the stockholders of this Corporation
shall waive notice of a meeting, no notice of such meeting
shall be required, and whenever all of the stockholders
shall meet in person or by proxy, such meeting shall be
valid for all purposes, without call or notice, and at such
meeting any corporate action may be taken.
The written certificate of the officer or officers
calling any meeting, setting forth the substance of the
notice and the day, hour and place of the mailing of the
same to the several stockholders, and the respective
addresses to which the same were mailed shall be prima
facie evidence of the manner and fact of the calling and
giving of such notice.
If the address of any stockholder does not appear upon
the books of this Corporation, it will be sufficient to
address any notice to such stockholder at the principal
office of this Corporation.
Section 4. All business lawful to be transacted by the
stockholders of this Corporation may be transacted at any
special meeting or at any adjournment thereof. Only such
business referred to in the notice calling such special
meeting, however, shall be acted upon during such special
meeting or adjournment, unless all of the outstanding
capital stock of this Corporation is represented either in
person or by proxy, in which case any lawful business may be
transacted, and such meeting shall be valid for all
purposes.
Section 5. At the stockholders' meetings, the holders of
a majority of the entire issued and outstanding capital
stock of this Corporation shall constitute a quorum for all
purposes. If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend (at the time and
place fixed by these By-Laws for any annual meeting, or
fixed by a notice as provided above for any special
meeting), either in person or by proxy, a majority in
interest of the stockholders present in person or by proxy
may adjourn from time-to-time without notice other than by
announcement at the meeting, until holders of the amount of
stock requisite to constitute a quorum shall attend. Any
business that might have been transacted at the originally-
called meeting may be transacted at any such adjourned
meeting at which a quorum shall be present.
Section 6. At such meeting of the stockholders, every
stockholder shall be entitled to vote in person or by his
duly-authorized proxy appointed by instrument in writing
subscribed by such stockholder of by his duly-authorized
attorney. Each stockholder shall have one (1) vote for each
share of stock standing registered in his, her or its name
on the book of the Corporation, ten (10) days preceding the
day of such meeting. The votes for directors, and upon
demand by any stockholder, upon any question properly before
the meeting, shall be by viva voce.
At each meeting of the stockholders, a full, true and
complete list, in alphabetical order, indicating all
stockholders entitled to vote at such meeting and the
number of shares held by each such stockholder, certified
by the Secretary of this Corporation, shall be furnished.
The list shall be prepared at least ten (10) days before
such meeting and shall be open to inspection by the
stockholders, their agents or their proxies, at the place
where such meeting is to be held, and for ten (10) days
prior thereto. Only persons in whose names shares of
stock are registered on the books of this Corporation for
ten (10) days preceding the date of such meeting, as
evidenced by the list of stockholders, shall be entitled
to vote at such meeting. Proxies and powers-of-attorney
to vote must be filed with the Secretary of this
Corporation before an election or a meeting of the
stockholders, or they cannot be used at such election or
meeting.
Section 7. At each meeting of the stockholders, the
polls shall be opened and closed; the proxies and ballots
issued, received, and be taken in charge of, for the purpose
of the meeting, and all questions touching the
qualifications of voters and the validity of proxies, and
the acceptance or rejection of votes, shall be decided by
two inspectors. Such inspectors shall be appointed at the
meeting by the presiding officer of the meeting.
Section 8. At the stockholders' meetings the regular
order of business shall be as follows:
* Reading and approving the Minutes of previous meeting
or meetings;
* Reports of the Board of Directors, President,
Treasurer, and/or Secretary of this Corporation in the order
listed;
* Reports of any Committee;
* Election of Directors;
* Unfinished business;
* New business;
* Adjournment.
ARTICLE II
Directors and Their Meetings
Section 1. The Board of Directors of this Corporation
shall consist of no less than one (1) and no more than five
(5) persons who shall be chosen by the stockholders at the
annual meeting. Each Director shall hold office for one
year, and until his or her successor is elected and
qualified. The initial Board shall consist of five (5)
Directors.
Section 2. When any vacancy occurs among the Directors
as a result of death, resignation, disqualification or other
cause, the stockholders, at any regular or special meeting,
or at any adjourned meeting thereof, or the remaining
Directors, if any, by the affirmative vote of a majority
thereof, shall elect a successor to hold office for the
unexpired portion of the term of the Director whose place
shall have become vacant and until his or her successor is
elected and qualified.
Section 3. The meeting of the Directors may be held at
the principal office of this Corporation in the State of
Nevada, or elsewhere, at such place or places as the Board
of Directors may, from time-to-time, determine.
Section 4. Regular meetings of the Board of Directors
shall be held as often as necessary. Notice of such regular
meetings shall be mailed to each director by the Secretary
at least three (3) days prior to the day fixed for such
meeting. No regular meeting shall be held void or invalid if
such notice is not given, provided that the meeting is held
at the time and place fixed by these By-Laws for holding
such regular meetings.
Special meetings of the Board of Directors may be held on
the call of the President or Secretary on at least three
(3) days' notice by mail or telegraph.
Any meeting of the Board, no matter where held, at which
all of the members shall be present, even though without
notice, or of which notice shall have been waived by all
absent Directors, shall be valid for all purposes,
provided a quorum shall be present, unless otherwise
indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted at any regular or
special meeting of the Board of Directors.
Section 5. A majority of the Directors in office shall
constitute a quorum for the transaction of business. At any
meeting at which less than a quorum is present, a majority
of Directors present may vote to adjourn from time-to-time
until a quorum shall be present; no notice of such
adjournment shall be required. The Board of Directors may
prescribe rules not in conflict with these By-Laws for the
conduct of its business; provided, however, that in fixing
salaries for officers of this Corporation, the unanimous
action of all Directors shall be required.
Section 6. A Director need not be a stockholder of this
Corporation.
Section 7. The Directors shall be allowed and paid all
necessary expenses incurred in attending any meeting of the
Board, but shall not receive any compensation for their
services as directors until such time as this Corporation is
able to declare and pay dividends on its capital stock.
Section 8. The Board of Directors shall make a report to
the stockholders at annual meetings of the stockholders and
shall, upon request, furnish a true copy of such report to
each stockholder. The Board, in its discretion, may submit
any contract or act for approval or ratification at any
meeting of stockholders called for the purpose of
considering any such contract or act, provided a quorum is
present.
Section 9. The Board of Directors shall have the power
from time-to-time to provide for the management of the
offices of this Corporation in such manner as they see fit,
and in particular, from time-to-time to delegate any of the
powers of the Board in the course of the current business of
this Corporation to any standing or special committee or to
any officer or agent and to appoint any persons to be agents
of this Corporation with such powers (including the power to
sub-delegate), and upon such terms as may be deemed fit.
Section 10. At meetings of the Board of Directors, the
regular order of business shall be as follows:
* Reading and approving the Minutes of previous meeting
or meetings;
* Reports of Officers and Committee-members;
* Election of Officers;
* Unfinished business;
* New business;
* Adjournment.
ARTICLE III
Officers and Their Duties
Section 1. The officers of this Corporation shall
consist of the President, the Secretary, and the Treasurer,
each of whom shall be appointed by the Board of Directors.
This Corporation may also have one or more Vice Presidents,
Assistant Secretaries, or Assistant Treasurers. The Board of
Directors may appoint other officers. The order of seniority
of the Vice Presidents, if any such officers exist, shall be
the order of their nomination unless otherwise determined by
the Board of Directors. Any two or more of such offices may
be held by the same individual. The Board of Directors shall
designate one officer as the chief financial officer (CFO)
of this Corporation. In the absence of such designation, the
Treasurer shall be the CFO. The Board of Directors may
appoint, and may empower the President to appoint, such
other officers as the business of this Corporation may
require. Each of these other officers shall have such
authority and may perform such duties as are provided in
these By-Laws or as the Board of Directors may determine
from time-to-time. The salary and other compensation of
officers shall be fixed from time-to-time by resolution or
in the manner determined by the Board of Directors.
Each officer of this Corporation shall hold office from
the date elected to the date when his or her successor is
elected; provided that all officers, as well as any
employee or agent of this Corporation, may be removed at
any time at the pleasure of the Board of Directors.
Nothing in these By-Laws shall be construed as creating
any kind of contractual right to employment with this
Corporation. Any officer may resign at any time by giving
written notice to the Board of Directors, the President
or the Secretary of this Corporation. Receipt of such
notice, however, is without prejudice to the rights, if
any, of this Corporation under any contract to which such
officer is a party. Any such resignation shall take
effect at the date of receipt or at such later time
specified therein. Unless otherwise specified therein,
acceptance of such resignation is not necessary for the
resignation to become effective. A vacant office may be
filled by vote of the Board of Directors, or the Board
may vest an officer with the power to fill a vacant
office.
Section 2. The President shall be the executive officer
of this Corporation and shall have a duty to supervise,
control and manage the day-to-day operation of this
Corporation, subject only to directions from the Board of
Directors with regard to the direction of this Corporation's
affairs. The President shall have full power to execute any
and all documents for and on behalf of this Corporation,
including, but not limited to, entering into leases for real
property, equipment, furniture, furnishings, hiring and
firing all personnel, setting and establishing operational
manuals and policies, entering into contracts necessary for
the day-to-day operation of this Corporation, establishing
lines of credit for this Corporation and accounts payable
thereof; except when such powers have been specifically
limited by the Board of Directors. The President shall also
be a member and chairman of any Executive Committee that may
be established; shall preside at all meetings of the Board
of Directors and all meetings of stockholders; shall sign
all Certificates of Stock issued by this Corporation;
perform any and all other duties prescribed by the Board of
Directors which can be performed during the normal work
period.
Section 3. The Vice Presidents (if any such officers are
appointed), in order of their seniority, may assume and
perform the duties of the President in the absence or
disability of the President, or at such times that the
office of the President is vacant. The Vice Presidents shall
have such titles, perform such other duties, and have such
other powers as the Board of Directors, the President, or
these By-Laws may designate from time-to-time.
Section 4. The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of this
Corporation. The books of account shall at all reasonable
times be open to inspection by any Director.
The Treasurer shall deposit all moneys and other
valuables in the name of and to the credit of this
Corporation, with such depositories as may be designated
by the Board of Directors. The Treasurer shall render to
the President and the Directors, whenever they request,
an account of all the Treasurer's transactions as
Treasurer, and of the financial condition of this
Corporation.
The Treasurer shall be responsible for the establishment
and maintenance of accounting and other systems required
to control and account for the assets of this
Corporation, and provide safeguards therefore; to collect
information required for management purposes; and to
perform such other duties, and to have such other powers,
as the Board of Directors or the President may designate
from time-to-time.
The President may direct any Assistant Treasurer to
assume and perform the duties of the Treasurer in the
absence or disability of the Treasurer, and each
Assistant Treasurer shall perform such other duties and
have such other powers as the Board of Directors or the
President may designate from time-to-time.
Section 5. The Secretary shall keep the minutes of all
meetings of the Board of Directors, the stockholders, and
the Executive Committee, if any, in books provided for such
purpose. The Secretary shall attend to the giving and
serving of all notices of this Corporation; may sign with
the President or Vice President, in the name of this
Corporation, all contracts authorized by the Board of
Directors or Executive Committee; shall affix the corporate
seal of this Corporation thereto when so authorized by the
Board of Directors or Executive Committee; shall have
custody of the corporate seal; shall affix the corporate
seal to all Certificates of Stock duly issued by this
Corporation; shall have charge of the Stock Certificate
Books, Transfer Books, Stock Ledgers and such other books
and papers as the Board of Directors or Executive Committee
may direct, all of which shall at all reasonable times be
open to the examination of any Director upon application at
the office of this Corporation during business hours; and
shall, in general, perform all duties incident to the office
of Secretary.
Section 6. The Board of Directors may appoint an
Assistant Secretary who shall have such powers and perform
such duties as may be prescribed by the Secretary or the
Board of Directors.
Section 7. Unless otherwise ordered by the Board of
Directors, the President shall have full power and authority
on behalf of this Corporation to attend and to act and vote
at any meeting of the stockholders of any corporation in
which this Corporation may hold stock. At such meetings, the
President shall possess and may exercise any and all rights
and powers incident to the ownership of such stock, and
which, as the owner thereof, this Corporation might have
possessed and exercised if present. The Board of Directors,
by resolution, from time-to-time, may confer like powers on
any person or persons in place of the President to represent
this Corporation for the purposes in this section mentioned.
ARTICLE IV
Capital Stock
Section 1. The capital stock of this Corporation shall
be issued in such manner, at such times, and upon such
conditions as shall be prescribed by the Board of Directors.
Section 2. Ownership of stock in this Corporation shall
be evidenced by Certificates of Stock in such forms as shall
be prescribed by the Board of Directors, and shall be under
the seal of this Corporation and signed by the President or
Vice President and the Secretary or Assistant Secretary. No
certificate shall be valid unless it is so signed.
All Certificates shall be numbered consecutively. The
name of the person owning the shares represented thereby
with the number of such shares and the date of issue
shall be entered upon the books of this Corporation.
All certificates surrendered to this Corporation shall be
canceled. No new certificate shall be issued until the
former certificate for the same number of shares shall
have been surrendered or canceled.
Section 3. No transfer of stock shall be valid as
against this Corporation except on surrender and
cancellation therefore, accompanied by an assignment or
transfer by the owner, made either in person or under
assignment, a new certificate shall be issued therefore.
Whenever any transfer shall be expressed as made for
collateral security and not absolutely, the same shall be
expressed in the entry of said transfer on the books of
this Corporation.
Section 4. The Board of Directors shall have power and
authority to make all such rules and regulations not
inconsistent herewith as it may deem expedient concerning
the issue, transfer and registration of Certificates for
shares of the capital stock of this Corporation. The Board
of Directors may appoint a transfer agent and registrar of
transfers, and may require all Certificates to bear the
signature of such transfer agent and registrar of transfers.
Section 5. The Stock Transfer Books shall be closed for
all meetings of the stockholders for the period of ten (10)
days prior to such meetings, and shall be closed for the
payment of dividends during such periods as may be fixed
from time-to-time by the Board of Directors. During such
periods, no stock shall be transferable.
Section 6. Any person or persons applying for a
Certificate in lieu of one alleged to have been lost or
destroyed shall make affidavit of affirmation of the fact,
and shall deposit with this Corporation an affidavit.
Whereupon, at the end of six months after the deposit of
said affidavit and upon such person or persons giving bond
of indemnity to this Corporation in an amount double the
current value of the stock against any damage, loss, or
inconvenience to this Corporation, which may or can arise in
consequence of a new or duplicate Certificate being issued
in lieu of the one lost or missing, the Board of Directors
may cause to be issued to such person or persons a new
Certificate, or a duplicate of the Certificate so lost or
destroyed. The Board of Directors may, in its discretion,
refuse to issue such new or duplicate Certificate save upon
the order of some court having jurisdiction in such matter,
anything herein to the contrary notwithstanding.
Section 7. All holders of stock of this Corporation are
subject to the provisions of Article IX of these By-Laws.
Section 8. Each certificate evidencing ownership of
stock in this Corporation shall contain the following
endorsement upon its face so as to give notice to any
transferee thereof:
"The shares of stock represented by this certificate are
subject to all of the terms expressed in the Corporation's
By-Laws, particularly those in Article IX that restrict the
transfer or encumbrance of these shares. A copy of the By-
Laws is on file at the Corporation's office."
ARTICLE V
Offices and Books
Section 1. The principal office of this Corporation, in
Nevada, shall be:
9315 Horizon Vista Lane, Las Vegas, NV 89117
Section 2. This Corporation may have a principal office
in any other state or territory as the Board of Directors
may designate.
Section 3. The Stock and Transfer Books and a copy of
the By-Laws and Articles of Incorporation of this
Corporation shall be kept at its principal office in the
State of Nevada, for the inspection of all who are
authorized or have the right to see the same, and for the
transfer of stock. All other books of this Corporation shall
be kept at such places as may be prescribed by the Board of
Directors.
ARTICLE VI
Indemnification
Section 1. For purposes of this Article, "Indemnitee"
shall mean each Director or Officer who was or is a party
to, or is threatened to be made a party to, or is otherwise
involved in, any Proceeding (as hereinafter defined), by
reason of the fact that he or she is or was a Director or
Officer of this Corporation or is or was serving in any
capacity at the request of this Corporation as a Director,
Officer, employee, agent, partner, or fiduciary of, or in
any other capacity for, another corporation, partnership,
joint venture, trust, or other enterprise. The term
"Proceeding" shall mean any threatened, pending or completed
action or suit (including, without limitation, an action,
suit or proceeding by or in the right of this Corporation),
whether civil, criminal, administrative or investigative.
Each Indemnitee shall be indemnified and held harmless by
this Corporation for all actions taken by him or her, and
for all omissions (regardless of the date of any such
action or omission), to the fullest extent permitted by
Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees, judgments,
fines, taxes, penalties, and amounts paid or to be paid
in settlement) reasonably incurred or suffered by the
Indemnitee in connection with any Proceeding.
Indemnification pursuant to this Section shall continue
as to an Indemnitee who has ceased to be a Director or
Officer and shall inure to the benefit of his or her
heirs, executors and administrators.
This Corporation may, by action of its Board of
Directors, and to the extent provided in such action,
indemnify employees and other persons as though they were
Indemnitees.
The rights to indemnification as provided in this Article
shall be non-exclusive of any other rights that any
person may have or hereafter acquire under an statute,
provision of this Corporation's Articles of Incorporation
or By-Laws, agreement, vote of stockholders or Directors,
or otherwise.
Section 2. This Corporation may purchase and maintain
insurance or make other financial arrangements on behalf of
any person who is or was a Director, Officer, employee or
agent of this Corporation, or is or was serving at the
request of this Corporation in such capacity for another
corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such
capacity, whether or not this Corporation has the authority
to indemnify him or her against such liability and expenses.
The other financial arrangements which may be made by
this Corporation may include, but are not limited to, (a)
creating a trust fund; (b) establishing a program of self-
insurance; (c) securing its obligation of indemnification
by granting a security interest or other lien on any of
this Corporation's assets, and (d) establishing a letter
of credit, guarantee or surety. No financial arrangement
made pursuant to this section may provide protection for
a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud, or a knowing violation
of law, except with respect to advancing expenses or
indemnification ordered by a court.
Any insurance or other financial arrangement made on
behalf of a person pursuant to this section may be
provided by this Corporation or any other person approved
by the Board of Directors, even if all or part of the
other person's stock or other securities is owned by this
Corporation. In the absence of fraud:
* the decision of the Board of Directors as to the
propriety of the terms and conditions of any insurance or
other financial arrangement made pursuant to this section,
and the choice of the person to provide the insurance or
other financial arrangement is conclusive; and
* the insurance or other financial arrangement
* is not void or voidable; and
* does not subject any Director approving it to personal
liability for his action,
* even if a Director approving the insurance or other
financial arrangement is a beneficiary of the insurance or
other financial arrangement.
Section 3. The provisions of this Article relating to
indemnification shall constitute a contract between this
Corporation and each of its Directors and Officers, which
may be modified as to any Director or Officer only with that
person's consent or as specifically provided in this
section. Notwithstanding any other provision of the By-Laws
relating to their amendment generally, any repeal or
amendment of this Article which is adverse to any Director
or Officer shall apply to such Director or Officer only on a
prospective basis and shall not limit the rights of an
Indemnitee to indemnification with respect to any action or
failure to act occurring prior to the time of such repeal or
amendment. Notwithstanding any other provision of these By-
Laws, no repeal or amendment of these By-Laws shall affect
any or all of this Article so as to limit or reduce the
indemnification in any manner unless adopted by (a) the
unanimous vote of the Directors of this Corporation then
serving, or (b) the stockholders as set forth in ARTICLE
VIII hereof; provided that no such amendment shall have
retroactive effect inconsistent with the preceding sentence.
Section 4. References in this Article to Nevada law or
to any provision thereof shall be to such law as it existed
on the date these By-Laws were adopted or as such law
thereafter may be changed; provided that (a) in the case of
any change which expands the liability of an Indemnitee or
limits the indemnification rights or the rights to
advancement of expenses which this Corporation may provide,
the rights to limited liability, to indemnification and to
the advancement of expenses provided in this Corporation's
Articles of Incorporation, these By-Laws, or both shall
continue as theretofore to the extent permitted by law; and
(b) if such change permits this Corporation, without the
requirement of any further action by stockholders or
Directors, to limit further the liability of Indemnitees or
to provide broader indemnification rights or rights to the
advancement of expenses than this Corporation was permitted
to provide prior to such change, liability thereupon shall
be so limited and the rights to indemnification and
advancement of expenses shall be so broadened to the extent
permitted by law.
ARTICLE VII
Miscellaneous
Section 1. The Board of Directors shall have power to
reserve over and above the capital stock paid in, such an
amount in its discretion, as it may deem advisable, to fix
as a reserve fund, and may, from time-to-time, declare
dividends from the accumulated profits of this Corporation
in excess of the amounts so reserved and pay the same to the
stockholders of this Corporation, and may also, if it deems
the same advisable, declare stock dividends of the unissued
capital stock of this Corporation.
Section 2. No agreement, contract or obligation (other
than checks in payment of indebtedness incurred by authority
of the Board of Directors) involving the payment of moneys
or the credit of this Corporation of more than FIVE THOUSAND
DOLLARS ($5,000), shall be made without the authority of the
Board of Directors or of the Executive Committee, if any.
Section 3. Unless otherwise ordered by the Board of
Directors, all agreements and contracts shall be signed by
the President and the Secretary in the name and on behalf of
this Corporation, and shall have the Corporate Seal attached
thereto.
Section 4. All moneys of this Corporation shall be
deposited when and as received by the Treasurer in such bank
or banks or other depository as may from time-to-time be
designated by the Board of Directors, and such deposits
shall be made in the name of this Corporation.
Section 5. No note, draft, acceptance, endorsement or
other evidence of indebtedness shall be valid against this
Corporation unless the same shall be signed by the President
or Vice President and attested by the Secretary or an
Assistant Secretary, or signed by the Treasurer or an
Assistant Treasurer and countersigned by the President, Vice
President or Secretary, except that the Treasurer or an
Assistant Treasurer may, without countersignature, make
endorsements for deposit to the credit of this Corporation
in all its duly authorized depositories.
Section 6. No loan or advance of money shall be made by
this Corporation to any stockholder or Officer therein,
unless the Board of Directors shall otherwise authorize.
Section 7. No Director or Officer of this Corporation
shall be entitled to any salary or compensation for any
services performed for this Corporation, unless such salary
or compensation shall be fixed by resolution of the Board of
Directors, adopted by the unanimous vote of all the
Directors voting in favor thereof.
Section 8. This Corporation may take, acquire, hold,
mortgage, sell or otherwise deal in stocks, bonds or other
securities of any other Corporation, if and as often as the
Board of Directors shall so elect.
Section 9. The Directors shall have the power to
authorize and cause to be executed, mortgages and liens,
without limit as to amount, upon the property and franchise
of this Corporation. Pursuant to affirmative vote, either in
person or by proxy, of the holders of a majority of the
capital stock issued and outstanding, the Directors shall
have the authority to dispose in any manner of the whole
property of this Corporation.
Section 10. This Corporation shall have a Corporate Seal,
the design thereof being as follows:
ARTICLE VIII
Amendment of By-Laws
Section 1. Amendments and changes of these By-Laws may
be made at any regular or special meeting of the Board of
Directors by a vote of not less than all of the entire
Board, or may be made by a vote of, or a consent in writing
by the holders of a majority of the issued and outstanding
capital stock.
ARTICLE IX
Restrictions on Transfers of Stock
Section 1 Restrictions
Section 1.1 No stock of this Corporation shall be
transferred on the books of this Corporation unless in
compliance with the terms of this Article.
Section 1.2 Except as otherwise provided below, a
shareholder is hereby prohibited from making a voluntary
sale, transfer, assignment, hypothecation, gift, or any
other alienation of any share or shares in this Corporation,
or any right or interest therein; nor shall a shareholder
allow any such share or shares to become subject to an
involuntary transfer by order of a court, sale upon
execution of a judgment, appointment of a receiver or
trustee in bankruptcy for a shareholder, or any other legal
process resulting in a transfer of said shares.
Section 1.3 In the event that a shareholder desires to
make a prohibited voluntary transfer, or has been forced to
subject his stock to a prohibited involuntary transfer, the
shareholder shall be required to offer for sale to this
Corporation all of his shares subject to such a prohibited
transfer, at the price and upon the terms specified in this
Article. This Corporation shall be notified of the offer by
the shareholder in writing, and that shall constitute a
notice of disposition of shares within the meaning of
section 2 below.
Section 1.4 Any shares of stock of this Corporation shall
be subject to the terms of this Article, and any holder
hereof shall confirm in writing the holder's obligation to
be bound by all of the terms, provision, options, and
restrictions of this Article.
Section 2 Purchase of shares
Section 2.1 Within a period of sixty (60) days following
the delivery of such notice of disposition of shares, this
Corporation shall notify the holder of such shares (the
"Selling Shareholder") if it elects to purchase all or a
portion of such shares.
Section 2.2 The occurrence of any event which would
require transmission to this Corporation of a notice of
disposition of shares shall immediately give rise to all
options given herein to this Corporation and its
shareholders to purchase such shares, and such options may
be exercised without regard to whether any notice of
disposition of shares is in fact given by the Selling
Shareholder. The period under section 2.1 above shall not,
however, begin to run until this Corporation, through its
officers or directors, shall have actual knowledge of such
event.
Section 2.3 To the extent this Corporation elects not to
purchase such shares or is legally prohibited from doing so,
it shall, within the said sixty (60) day period, so notify
all shareholders of record who own at least twenty percent
(20%) of the outstanding stock of this Corporation (a
"Qualified Shareholder"). Any such shareholder may, within
thirty (30) days after the service of such notice, elect to
purchase any part or all of the stock so offered. Any
Qualified Shareholder desiring to purchase said stock shall
notify the Selling Shareholder in writing within the said
thirty (30) day period. In the event more than one Qualified
Shareholder desires to purchase said stock, those shares
shall be prorated among them based upon their respective
holdings in this Corporation.
Section 2.4 In the event this Corporation and all
Qualified Shareholders declines to purchase said stock, the
holder may within a period of six months from the date of
giving said notice sell or transfer said stock as he or she
may see fit. The person or persons acquiring said stock
shall hold it subject to all the terms, conditions and
options contained in this Article. If no transfer is made
within the six month period, no further disposition of said
stock may be made without again giving the notice and
providing the option to this Corporation as set forth
herein.
Section 2.5 The purchase price and terms of any purchase
under this Article shall be as set forth in sections 6 and 7
below.
Section 3 Notwithstanding the above provisions, a
shareholder may make a lifetime gift of his stock, whether
in trust or outright, to another shareholder, his parents,
or his children or their issue. Any such gift to a minor
shall be subject to the condition that the same be affirmed
by such minor upon attaining the age of majority and, if not
affirmed by a letter in writing to this Corporation within
sixty (60) days after such minor attains majority, such
stock shall be subject to the purchase option provisions set
forth above as if a notice of disposition had been given on
the last day of said period for affirmance, except as
limited by section 9 below.
Section 4 No provision in this Article shall prevent any
shareholder from pledging his shares as security for a debt
or obligation, but such pledge shall provide that in the
event of foreclosure, the person acquiring such shares shall
be subject to the terms and conditions of this Article. A
foreclosure shall be deemed to constitute notice from the
purchaser thereof to this Corporation of a disposition of
the stock under section 2 above. The options thereupon given
this Corporation under the terms of section 2 above shall
apply to all foreclosed shares.
Section 5 Death of a Shareholder
Section 5.1 Upon the death of a shareholder, the personal
representative of his estate, trustee of his living trust,
or other successor-in-interest to his shares, shall within
thirty (30) days of the date of the death notify this
Corporation of such death and deliver to this Corporation
proof of its authority to act as the successor-in-interest
to the deceased shareholder.
Section 5.2 Upon receipt of the notification of death,
this Corporation shall within sixty (60) days purchase the
stock of the deceased shareholder from the successor-in-
interest of the deceased shareholder according to the
provisions of sections 6 and 7 below.
Section 6 Purchase Price
Section 6.1 At least annually, at the annual meeting of
this Corporation or as otherwise mutually agreed, the
shareholders shall determine by unanimous agreement a total
value to be placed upon all outstanding stock of this
Corporation.
Section 6.2 The total value of this Corporation's stock
shall be divided by the number of outstanding shares of
stock of this Corporation at the date a notice of
disposition is delivered. This value shall be used to
calculate the total value of shares offered by the Selling
Shareholder.
Section 6.3 If, at the time a notice of disposition is
delivered, more than one year has elapsed since the base
value was last determined, the base value shall be the last
agreed value or the net book value of this Corporation
determined in accordance with generally accepted accounting
principles, whichever is higher.
Section 7 Purchase Terms
Section 7.1 The down payment shall be five percent (5%)
of the total purchase price. The down payment shall be in
cash at the time notification is made by the purchaser of
his or her election to purchase, or upon determination of
the total purchase price under the provisions of this
Article, whichever is later.
Section 7.2 The balance of the purchase price shall be
represented by a promissory note of the purchaser or
purchasers payable in equal annual installments on the
anniversary date of the payment of the down payment.
Section 7.3 Such promissory note shall be non-negotiable
in form and shall bear interest at the prevailing prime rate
for loans of similar duration charged by the largest bank in
the state of Nevada. Such interest shall be payable on the
annual payment date of principal. The holder of such note
shall have the right to declare the note due and payable in
full in the event of a default in the making of any payment.
In the event of the death of the maker of the note, the
unpaid balance of that note shall become immediately due and
payable at the election of the holder of the note.
Section 7.4 The Selling Shareholder shall, upon receiving
the down payment and the note, if any, for the balance of
the purchase price, endorse the certificates representing
the shares being sold to the purchaser or purchasers of said
shares.
Section 7.5 So long as no default occurs in making
payments due under the note, the purchaser of the shares
shall be entitled to receive all dividends thereon and shall
be entitled to vote such shares.
Section 8 Life Insurance
Section 8.1 This Corporation may, if it deems advisable
in order to assure continuity in its management and
policies, purchase life insurance policies in such amounts
as it deems advisable upon the lives of any one or more of
its shareholders, but shall not be obligated to do so.
Should such insurance be purchased, the down payment to be
made by reason of sale following the death of an insured
shareholder shall be increased above the section 7 amount to
the lesser of the agreed selling price as determined in
section 6 and the actual amount of the life insurance
proceeds.
Section 8.2 If this Corporation has purchased a life
insurance policy for a shareholder who has sold his shares
under the provisions of this Article during his lifetime,
the coverage shall be continued by this Corporation during
the period allowed for the installment payment of such
shares. After final payment has been made, the Selling
Shareholder may purchase from this Corporation any life
insurance policies then in effect at their cash surrender
values.
Section 9 Other Provisions
Section 9.1 Time is of the essence in carrying out the
terms of this Article. Each party, therefore, agrees to
perform any acts herein required of such party and to
execute and deliver any documents required to carry out the
provisions of this Agreement promptly within the time
periods herein described.
Section 9.2 Each shareholder agrees to insert in his will
a direction and authorization to his executor to fulfill and
comply with the provisions hereof.
Section 9.3 Notwithstanding any of the restrictions
imposed above, this Corporation has the absolute right to
refuse to record any transfer of stock where such refusal is
necessary to maintain the Corporation's status, where that
status is dependent upon the number or identity of this
Corporation's shareholders, to preserve exemptions under
federal or state security laws, or for any other reasonable
purpose.
Section 9.4 The provisions of this Article shall extend
to and be binding upon this Corporation, its successors and
assigns, and to all shareholders, their personal
representatives, heirs, legatees, and assigns.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned,
being the Directors of Travco, Inc., do hereby consent to
the foregoing By-Laws and adopt the same as and for the By-
Laws of Inc. IN WITNESS WHEREOF, we have hereunto set our
hands this 10th day of October, 2000.
/s/ Lisa A. Schiano /s/ Dr. Delmar J. Walker
Lisa A. Schiano, Director Dr. Delmar J. Walker, Director
